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							                            NON-DISCLOSURE AGREEMENT

      THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is entered into this
_____day of _____________, 2010 by and between United States Credit Agency Inc., a
Delaware corporation on behalf of itself and as Managing Agent of its subsidiaries (collectively
“US Credit Agency”), located at 2759 Delk Rd, Marietta, Ga. 30067 and __________________,
a        _____________-           corporation         (“Company”),           located          at
__________________________________________________.

      WHEREAS, US Credit Agency and Company are considering entering into an
agreement under which US Credit Agency may sell certain customer account receivables to
Company (the “Proposed Transaction”);

        WHEREAS, in order for US Credit Agency and Company to evaluate the Proposed
Transaction, each party may reveal to the other party certain Confidential Information (as that
term is defined hereinafter); and

       WHEREAS, the parties desire to enter into an agreement whereby the parties will be
obligated to keep confidential the Confidential Information received from each other during the
performance of the Proposed Transaction.

       NOW, THEREFORE, in recognition of the foregoing and in consideration of the
following mutual covenants, the parties hereby agree as follows:

        1.      As used in this Agreement, the term “Disclosing Party” shall mean the party that
        is disclosing Confidential Information, and the term “Receiving Party” shall mean the
        party to which Confidential Information is disclosed.

        2.     “Confidential Information” shall mean the following information, whether oral,
        audio, visual, written or any other form, if disclosed by the Disclosing Party to the
        Receiving Party:

                Marketing and advertising methods, pricing policies, financial
                information, financial transactions, compliance issues and information,
                lists of bank partners, bank and company audit results and reports,
                collection methods, customer transaction information, customer lists and
                data, including, but not limited to, name, address, and social security
                number or any other non-public personal information or personally
                identifiable financial information, (as those terms may be defined by
                applicable state or federal law, including but not limited to Gramm-Leach-
                Bliley Act (“GLBA”)), computer printouts, specifications, research and
                development, programs, systems, operations, processes, technology, costs,
                prices, finances, or personnel, and other information related to a party’s
                business which is a trade secret or proprietary information of such party,
                or which such party otherwise keeps in confidence and so informs the
                other party.



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        3.     The obligations imposed by this Agreement shall not apply with respect to any
        Confidential Information which (a) is in the public domain at the time of disclosure to
        Receiving Party, (b) becomes part of the public domain after the time of disclosure by
        publication or otherwise through no fault of Receiving Party, (c) Receiving Party lawfully
        possesses at the time such information is provided to Receiving Party, and such
        possession is reflected by the written records of Receiving Party, or (d) Receiving Party
        lawfully obtains from sources other than Disclosing Party, which sources are not under
        any obligation to Disclosing Party to maintain the information confidential.

        4.      Receiving Party (a) will limit its use of the Confidential Information to the sole
        purpose of evaluating the Proposed Transaction; (b) will maintain the Confidential
        Information in strict confidence, using the same degree of care it uses to protect its own
        confidential or proprietary information; and (c) will not disclose the Confidential
        Information to any third party through any means of communication including oral,
        written and electronic. Receiving Party will not duplicate, reproduce, copy, distribute,
        disclose or disseminate any Confidential Information except as specifically provided
        herein. Receiving Party will use its best efforts to ensure against any breach of the
        confidentiality of the Confidential Information and will advise Receiving Party’s
        employees who might have access to the Confidential Information of the confidential
        nature thereof. Receiving Party may disclose the Confidential Information only to those
        officers, employees, agents or independent contractors of Receiving Party who have a
        specific need to know the Confidential Information in order to perform that person’s
        official duties on behalf of Receiving Party and who also agree to be bound by the terms
        of this Agreement.        Such measures may include, without limitation, requiring
        independent contractors to sign a non-disclosure agreement before obtaining access to the
        Confidential Information. Each of the parties hereto acknowledges that nothing herein
        shall be construed as granting to the other party any right or license under any copyrights,
        trademarks, service marks, inventions or trade secrets now or hereafter owned or
        controlled by such party. Each Party shall notify the other orally as soon as possible, with
        confirmation in writing within one (1) week with any unauthorized access to, or use of,
        the Receiving Party’s Confidential Information that could result in substantial harm or
        inconvenience to the Disclosing Party. Such notice will include the extent and scope of
        the breach and specific names of customers (if applicable) impacted by the breach, as
        soon as such information becomes available.

        5.      The confidentiality obligations imposed upon Receiving Party hereby shall apply
        to all communications between Disclosing Party and Receiving Party relating to the
        subject matter of the Proposed Transaction. Without the prior written consent of the
        Disclosing Party or the Receiving Party (as applicable), neither party shall disclose to any
        person the fact that the discussions or negotiations are taking place between the
        Disclosing Party and the Receiving Party, or any of the terms, conditions, other facts
        relating to or the status of such negotiations or transactions.

        6.      It is recognized that irreparable injury will result to the Disclosing Party and its
        business if the Receiving Party breaches this Agreement, and, therefore, in the event of
        any actual or threatened breach by the Receiving Party, the Disclosing Party shall be
        entitled to all rights and remedies available at law and in equity including, without
        limitation, the right to obtain damages for such actual or threatened breach, the right of
        indemnification, and the right to enjoin the Receiving Party and all other persons acting
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        in actual or threatened breach of this Agreement, from commencing or continuing, and to
        remedy, the activities which constitute such actual or threatened breach. If Disclosing
        Party seeks an injunction in order to enforce its rights under this Agreement, Receiving
        Party specifically waives any requirement that Disclosing Party post a bond or any other
        security. The parties agree that if Receiving Party should breach this Agreement,
        Disclosing Party would suffer substantial financial injury and that the Receiving Party
        shall indemnify the Disclosing Party for any loss, claim or damage, relating to the
        unauthorized use or access, or loss of the Confidential Information.

        7.     Should Receiving Party be required to disclose Confidential Information received
        under this Agreement by order of a governmental agency, legislative body, or court of
        competent jurisdiction, Receiving Party shall promptly notify Disclosing Party thereof,
        and upon the request of Disclosing Party shall fully cooperate with Disclosing Party in
        contesting such disclosure. If after such contest disclosure is still required, then
        Receiving Party shall seek confidential treatment of such information from such
        governmental agency, body or court. Except in connection with failure to discharge
        responsibilities set forth in the preceding sentence, neither party shall be liable in
        damages for any disclosures pursuant to such governmental, legislative or judicial order.

        8.     All Confidential Information in any form of expression which has been delivered
        or hereafter created by copy or reproduction pursuant to this Agreement shall be and
        remain the property of Disclosing Party. Company agrees to permanently destroy or
        purge any and all such Confidential Information and any and all copies and reproductions
        thereof, on the date that Company’s bid is due for the Proposed Transaction (“Bid Date”).
        Company shall provide Disclosing Party written certification stating that such
        Confidential Information has been destroyed. The requirements of confidentiality set
        forth herein shall survive the termination of this Agreement or any subsequent agreement
        and the return or destruction of such Confidential Information.

        9.     In accordance with the GLBA, each party agrees to implement appropriate
        security measures and technical safeguards designed to meet the objectives of regulatory
        guidelines governing safeguarding of nonpublic personal financial information of
        financial institutions’ customers. Each Party will cooperate with the other’s efforts to
        monitor the compliance with these objectives.

        10.    This Agreement shall be binding upon the parties and their respective successors
        and assigns. This Agreement may not be assigned by either party without express written
        consent of the other party.

        11.     This Agreement shall continue and shall become a part of any subsequent
        agreement between the parties relating to the Proposed Transaction. If no agreement is
        entered into between the parties relating to the Proposed Transaction, all obligations of
        confidentiality, non-disclosure and non-use shall survive completion or termination of the
        relationship between the Receiving Party and the Disclosing Party.

        12.    In the event either party hereto finds it necessary to employ legal counsel or to
        bring an action at law or other proceedings against the other party to enforce any of the
        terms, covenants or conditions hereof, the party prevailing in any such action or other
        proceeding shall be paid all reasonable attorneys’ fees by the other party. In the event the
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         prevailing party secures a judgment, all attorneys’ fees, as determined by the court and
         not by a jury, shall be included in any such judgment.

         13.     This Agreement is effective as of the day and date set forth above, and applies to
         any Confidential Information that may have been provided to a party prior to or after the
         date hereof, and continues to govern the delivery of Confidential Information until
         terminated by written notice from either party to the other, except that notwithstanding
         the termination of this Agreement and a party’s return or destruction of Confidential
         Information pursuant to the terms hereof, the parties continue to be bound by their
         obligations of confidentiality and their other obligations hereunder with regard to
         Confidential Information disclosed prior to termination.

         14.     The Agreement constitutes the entire agreement between the parties respecting the
         subject matter hereof. No change or modification, alteration or addition to any provision
         hereof shall be binding on either party unless such change is in writing and signed by an
         authorized representative of both parties. This Agreement may be executed by the parties
         in one or more counterparts, and each of which when so executed shall be an original but
         all such counterparts shall constitute but one and the same instrument. Facsimile and e-
         mail signatures shall be deemed originals.

         15.     No failure or delay by either party in exercising any right, power, or privilege
         hereunder shall operate as a waiver thereof, nor shall any singular or partial exercise
         thereof preclude any further or other exercise thereof or the exercise of any right, power,
         or privilege hereunder.

         16.     In the event that one or more of the provisions, or any portion(s) thereof, of this
         Release are deemed to be illegal or unenforceable, the remainder of this Release shall not
         be affected and each remaining provision, and any portion(s) thereof, shall continue to be
         valid, effective, and enforceable to the fullest extent permitted by law.

         17.     This Agreement shall be governed and construed in accordance with the laws of
         the State of South Carolina.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
originals on the day and year first written above.

United States Credit Agency., Inc.


By:
Name Printed:                                      By:
Title:                                             Name Printed:
Date:                                              Title:
                                                   Date:




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